House Government Offers & Mortgage Assn. v. Ramos (1991)

Offender Ronald J. Ramos is attractive a wisdom after the trial court led a decision in favor of plaintiff Family Government Deals & Mortgage Association (Domestic Government) out of Ramos’s liability on an unsecured loan guaranty. We affirm.

Thomas Lynn, a major mortgage officer having Family Government, discussed new contract which have Brooks and you may prepared three files-the borrowed funds modification agreement, new promissory mention as well as the [229 Cal

Accused Ramos are chairman of one’s Ramos/Jensen Company (R/J Co.), a ca business. R/J Co. try the entire lover out of a restricted union, the brand new Peacock Ridge Company (Peacock), shaped to accomplish the new Peacock Ridge build investment. Ranging from September 1983 and you will February 1985, plaintiff Home loan places Elizabeth Government loaned nearly $eight.cuatro million towards Peacock relationship. Each of the four operating system.

At that point, Peacock due large sums inside the accumulated attention together with almost every other personal debt concerning the project. House Government recognized an excellent “work out contract” in which it forgave all but $100,000 of focus and you will provided to loan Peacock an extra $50,100000. In exchange, Peacock promised to execute a good promissory note to have $150,100 secured by an individual guaranty closed of the Ramos.

The latest workout contract are discussed on the behalf of Peacock because of the Arthur Brooks, an enthusiastic Roentgen/J Co. employee. App. three-dimensional 1612] personal guarantee-that he taken to Brooks for the purpose of getting Ramos’s signature. Brooks returned the about three finalized data files so you’re able to Lynn to the December 18, 1986.fn. step one

The promissory note considering a signature line getting “Ronald J. Ramos, President” off R/J Co. once the standard mate from Peacock. Ramos signed the newest file “R.J. Ramos, Pres.” The personal guaranty incorporated the next operative language:

Of the November 1986, financial hardships towards enterprise caused Peacock to default with the Household Government loans

“For the said of one’s mortgage regarding the Association so you’re able to Debtor, I, Ronald J. Ramos (Guarantor), certainly and you can for any reason guarantee and you can promise to spend to Relationship, otherwise anyone who Relationship commands us to pay, every indebtedness from Debtor in order to Organization evidenced because of the, or perhaps in in any manner regarding the borrowed funds (including but not restricted to even more enhances or money) or the mention, and perform most of the covenants and you will arrangements away from Debtor found in the brand new note otherwise any coverage agreement anywhere between Borrower and you may Association.” The newest signature range in the bottom of one’s file provided for the fresh trademark out-of “Ronald J. Ramos.” Instead, Ramos closed it as he’d finalized new promissory notice: “R.J. Ramos, Pres.”

Whenever Peacock defaulted on the the latest mention and you will House Federal put match so you can demand brand new warranty, Ramos defended on to the floor you to his signature while the “Pres.” expressed an intent so you’re able to bind simply Roentgen/J Co. and never themselves directly toward guaranty. During the romantic of all the facts, the brand new demonstration courtroom supplied Family Federal’s actions for a led verdict, concluding it absolutely was bound by the court’s choice for the Sebastian Around the world, Inc. v. Peck (1987) 195 Cal. Software. three dimensional 803 [240 Cal. Rptr. 911].

I start out with a word concerning the procedural present of your own instance. The newest trial judge directed a decision up against Ramos, finishing there’s zero disagreement into the [229 Cal. Application. three-dimensional 1613] the relevant foundational research and thinking in itself bound by an earlier Judge out of Interest decision. (Find fundamentally Vehicle Security Conversion process, Inc. v. Advanced Courtroom (1962) 57 Cal. 2d 450, 455 [20 Cal. Rptr. 321, 369 P.2d 937].) [2a] Despite the absence of a controlling appellate choice, although not, new courtroom is actually correct for the determining that zero jury concern is actually exhibited. Because the Finest Courtroom informed me in the Parsons v. Bristol Invention Co. (1965) 62 Cal. 2d 861 [49 Cal. Rptr. 767, 402 P.2d 839], “This new translation out-of a written appliance, whilst it relates to what can securely feel called questions off facts [citation], is essentially an official mode to-be resolved according to the generally accepted canons out of translation therefore, the reason for the instrument is given impression. . So it’s entirely an official function to help you translate a composed software except if new translation converts up on the newest dependability of extrinsic facts.” (Id. in the p. 865; discover and Medical Operations Management, Inc. v. National Wellness Laboratories, Inc. (1986) 176 Cal. Application. three dimensional 886, 891-892 [222 Cal. Rptr. 455].) [2b] Here, as people showed absolutely nothing relevant and no contradictory extrinsic evidence (see Pacific Gas & E. Co. v. Grams.W. Thomas Drayage etcetera. Co. (1968) 69 Cal. 2d 33, 37 [69 Cal. Rptr. 561, 442 P.2d 641, 40 A good.L.Roentgen.three dimensional 1373]), the new demo courtroom safely refused to fill out the fresh translation of your written guaranty to the jury. (Get a hold of Scientific Procedures Administration, supra, 176 Cal.Application.three-dimensional from the p. 892, fn.cuatro.) As well, but not, i once the examining court take into account the research and you may translate new guarantee de novo. (Parsons, supra, 62 Cal.2d during the p. 866; Medical Functions Government, supra, 176 Cal.Software.3d in the p. 891.)